Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☒

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐

Item 2.04. Triggering Events That Accelerate or Increase a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement

As reported in the Current Report on Form 8-K filed by TPT Global
Tech, Inc. (the “Company”) on March 27, 2019, the
Company finalized a Securities Purchase Agreement dated March 18,
2019 with Auctus Fund, LLC (“Auctus”) for the purchase
of a $600,000 Convertible Promissory Note (“Auctus
Convertible Promissory Note”). The Auctus Convertible
Promissory Note is due December 18, 2020, pays interest at the rate
of 12% per annum and gives the holder the right from time to time,
and at any time during the period beginning 180 days from the
origination date to convert all of the outstanding balance into
common stock of the Company limited to 4.99% of the outstanding
common stock of the Company. The conversion price is the lesser or
the last trade during the 25 trading days prior to March 27, 2019
or 55% multiplied by the lowest traded price (“Market
Price”) for the common stock during the previous 25 trading
days prior to the applicable conversion date. The Convertible
Promissory Note may be prepaid in full at 135% to 150% up to 180
days from origination.

As part of the transaction, Auctus was issued 2,000,000 warrants to
purchase 2,000,000 common shares of the Company at 70% of the
current market price. Current market price means the average
of the three lowest trading prices for our common stock during the
ten-trading day period ending on the latest complete trading day
prior to the date of the respective exercise notice. However, if
the registration statement described above is declared effective on
or before June 11, 2019, then, while such Registration Statement is
effective, the current market price shall mean the lowest volume
weighted average price for our common stock during the ten-trading
day period ending on the last complete trading day prior to the
conversion date.

On
September 26, 2019, the Company received a Notice of Conversion
(the “Notice”) from Auctus Fund, LLC regarding its
request to convert $21,100 of accrued interest into 1,000,000
shares of common stock and also gave notice of default under the
Company’s failure to file a Registration Statement covering
Auctus’ resale at prevailing market prices (and not fixed
prices)of all
of the Company’s common stock underlying the Note and Warrant
(as defined in the Securities Purchase Agreement). Accordingly, an
event of default under Section 3.23 of the Note has occurred (the
“Default”). Due to the occurrence of the Default, the
penalties specified in Article III of the Note have been
triggered.

The Company has communicated with the transfer agent to effectuate
the conversion and issue the 1,000,000 common shares. The Company
has also communicated with Auctus that it is in the process of
preparing the applicable Form S-1 to register the underlying common
shares and expects to file this with the Securities and Exchange
Commission within 30 days. As we have disclosed in our Form 10Q for
June 30, 2019, we may be in violation of similar covenants with
other outstanding convertible debt.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, hereunto duly
authorized.